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this Agreement and continue for as long as Contractor maintains the <br />Confidential Information and for any breach or possible breach at any time. <br />4.10 CONTRACTOR'S PROPRIETARY INFORMATION <br />Contractor acknowledges that HCA is subject to chapter 42.56 RCW , the Public Records <br />Act, and that this Agreement will be a public record as defined in chapter 42 .56 RCW . Any <br />specific information that is claimed by Contractor to be Proprietary Information must be <br />clearly identified as such by Contractor. To the extent consistent with chapter 42 .56 RCW, <br />HCA will maintain the confidentiality of Contractor's information in its possession that is <br />marked Proprietary. If a public disclosure request is made to view Contractor's Proprietary <br />Information, HCA will notify Contractor of the request and of the date that such records will <br />be released to the requester unless Contractor obtains a court order from a court of <br />competent jurisdiction enjoining that disclosure. If Contractor fails to obtain the court order <br />enjoining disclosure, HCA will release the requested information on the date specified. <br />4.11 COVENANT AGAINST CONTINGENT FEES <br />Contractor warrants that no person or selling agent has been employed or retained to solicit <br />or secure this Agreement upon an agreement or understanding for a commission, <br />percentage, brokerage or contingent fee , excepting bona fide employees or bona fide <br />established agents maintained by the Contractor for the purpose of securing business. HCA <br />will have the right, in the event of breach of this clause by the Contractor, to annul this <br />Agreement without liability or, in its discretion , to deduct from the Agreement price or <br />consideration or recover by other means the full amount of such commission, percentage, <br />brokerage or contingent fee . <br />4.12 DE BAR ME NT <br />By signing this Agreement, Contractor certifies that it is not presently debarred, suspended, <br />proposed for debarment, declared ineligible, or voluntarily excluded in any Washington State <br />or Federal department or agency from participating in transactions (debarred). Contractor <br />agrees to include the above requirement in any and all subcontracts into which it enters, and <br />also agrees that it will not employ debarred individuals. Contractor must immediately notify <br />HCA if, during the term of this Agreement, Contractor becomes debarred. HCA may <br />immediately terminate this Agreement by providing Contractor written notice, if Contractor <br />becomes debarred during the term hereof. <br />4.13 DISPUTES <br />The parties will use their best, good faith efforts to cooperatively resolve disputes and <br />problems that arise in connection with this Agreement. Both parties will continue without <br />delay to carry out their respective responsibilities under this Agreement while attempting to <br />resolve any dispute. When a genuine dispute arises between HCA and the Contractor <br />regarding the terms of this Agreement or the responsibilities imposed herein and it cannot <br />be resolved between the parties' Agreement Managers , either party may initiate the <br />Washington State <br />Health Care Authority Page 22 of 90 HCA Contract No. K3924